General Terms and Conditions of FITFIRM GmbH

 

  1. Scope of Application

1.1 These general terms and conditions (hereinafter referred to as “GTC”) apply to all business relationships between FITFIRM GmbH (hereinafter referred to as “FITFIRM”) and its customers (hereinafter referred to as “client”).

1.2 The GTC of FITFIRM shall apply exclusively. Any differing, conflicting, or supplementary GTC of the client shall only become part of the contract if FITFIRM expressly agrees to their applicability in writing. This requirement of consent shall apply in all cases, for example even if the client refers to its GTC in the order confirmation and FITFIRM does not expressly object to this.

  1. Subject of the Contract

2.1 These GTC govern the implementation of training events, seminars of any kind, keynote speeches, lectures, and workshops (hereinafter collectively referred to as “Event”) by FITFIRM. The scope of services is defined in the respective contract between FITFIRM and the client.

2.2 The contract concluded between FITFIRM and the client is exclusively a service contract within the meaning of §§ 611 et seq. of the German Civil Code (BGB). The subject of the contract is the provision of the agreed services, not the achievement of a specific result. FITFIRM does not owe any particular economic outcome.

2.3 FITFIRM is entitled to perform its contractual services through professionally qualified subcontractors, as well as to engage assistants, expert third parties, and other agents for the execution of the contractual services.

  1. Binding Period

FITFIRM’s contractual offers remain valid for three months for the client. The offer is non-binding.

  1. Formation of the Contract
The contract with FITFIRM is formed as soon as the client’s signed order confirmation (acceptance of
the offer) is received by FITFIRM via post, email, or fax.
 
  1. Remuneration
The remuneration that FITFIRM shall receive from the client for holding the respective event shall be
agreed in the individual order.
 
  1. Number of Participants
The minimum and maximum number of participants for an event conducted by FITFIRM on behalf of the client shall be specified in the respective individual contract. The client must notify FITFIRM of the final number of participants no later than four weeks before the start of the event. If it is necessary for FITFIRM to contact the participants in advance in order to prepare for the event, the client shall also provide FITFIRM with the email addresses of the participants on request four weeks before the start of the event.
 
  1. Event Dates
If no fixed date for the event is agreed upon in the individual contract, the client shall be granted the right to choose among date options. Upon receiving proposed dates from FITFIRM, the client may confirm one of the options within 14 days. If the client does not confirm within this period, the client shall no longer be entitled to the proposed dates.
 
  1. Rescheduling/Cancellation of Events by the Client

8.1 The Client may reschedule or cancel agreed events free of charge, subject to the provisions in Section 8.5, but only up to four weeks before the event.

8.2 Rescheduling or cancellation must be communicated to FITFIRM in writing or by email.

8.3 Both the date and the format of the event (e.g., from in-person to online or vice versa) may be rescheduled.

8.4 If the client reschedules or cancels the event less than four weeks before the agreed date, the following shall apply:

  1. For rescheduling/cancellation up to two weeks before the event, the client shall pay 50% of the agreed remuneration.
  2. For rescheduling/cancellation during the second-to-last week before the event, the client shall pay 75% of the agreed remuneration.
  3. For rescheduling/cancellation in the final week before the event, the full remuneration is due. Full remuneration is also payable if the client fails to attend the event without prior cancellation.
The client retains the right to prove that no damage or significantly lower damage has been incurred in connection with the rescheduling or cancellation.
 

8.5 In addition to the above provisions in Section 8.4, the client shall reimburse FITFIRM for any cancellation fees for travel arrangements already booked by FITFIRM, as evidenced by receipts.

  1. Termination

9.1 Except as provided in Section 8, contracts may only be terminated by either party for good cause. Termination must be declared in writing.

9.2 Good cause is deemed to exist, in particular, if the other party culpably breaches its contractual obligations.

9.3 FITFIRM is entitled to terminate contracts with the client without notice if the performance of the event cannot be ensured for reasons attributable to the client. In this case, FITFIRM shall be entitled to a lump-sum compensation of 50% of the agreed remuneration plus VAT.

9.4 The Client retains the right to prove that FITFIRM has incurred significantly less damage than the lump-sum compensation. FITFIRM retains the right to prove that the actual damage incurred is higher than the lump-sum compensation. The lump-sum compensation shall be offset against the actual loss incurred by FITFIRM.

  1. Reservation of Changes

10.1 In the event of the illness of a trainer (e.g., coach, seminar leader, speaker) or other reasons beyond FITFIRM’s control, FITFIRM is entitled to provide a replacement trainer of equivalent qualifications. If no replacement trainer is available, FITFIRM shall reschedule the cancelled event within six months. The client will be notified promptly.

10.2 In exceptional cases, events may be postponed or cancelled due to trainer illness, other reasons beyond FITFIRM’s control, or force majeure. Any remuneration already paid by the client will be refunded. FITFIRM is not obliged to reimburse further costs, such as travel, accommodation, or loss of working hours.

10.3 FITFIRM may make content and organizational changes to the agreed event if such changes are required due to compelling reasons (e.g., legal changes or new findings in content and methodology) and are reasonable for the client. FITFIRM will notify the client promptly.

  1. Travel Expenses and Reimbursement

11.1 The client shall reimburse FITFIRM (including the persons mentioned in Section 2.3) for travel expenses and allowances incurred in the course of conducting the event.

11.2 Travel expenses incurred by FITFIRM (including the persons mentioned in Section 2.3) for an agreed event shall be reimbursed by the client as follows:

  1. Travel by car (from FITFIRM’s business address to the event location) at €0.50 per kilometre
    plus applicable VAT.
  2. First-class train tickets or economy-class flexible airfare (Economy-Class Flex), including taxi
    fares to and from the main train station or airport to the Event location, plus applicable VAT.

11.3 The Client shall reimburse FITFIRM (including the persons mentioned in Section 2.3) for all costs of accommodation and costs of food and drinks (expenses) plus applicable VAT if these costs are not paid or invoiced directly by the client.

  1. Payment Terms, Offsetting, Retention

12.1 FITFIRM will invoice the client after the event has been conducted. The invoice amount is payable in full within 14 days of receipt without deductions. If payment is not received within 30 days of the due date, FITFIRM may charge the client statutory default interest. Unless otherwise agreed, the prices stated in the offer and order confirmation are net prices, exclusive of VAT. VAT will be charged at the rate applicable at the time of service delivery.

12.2 The right to claim damages beyond this remains unaffected.

12.3 The client may only set off claims that have been legally established by a final court decision or expressly acknowledged. The same applies to the exercise of rights of retention.

  1. Event Venue and Equipment

13.1 The client shall provide the venue and necessary technical equipment for conducting the event free of charge.

13.2 FITFIRM will notify the client in good time before the event of the technical and venue requirements for conducting the event.

13.3 The client shall provide FITFIRM with all relevant information, such as the event location, on-site contact person, etc., immediately after the order confirmation via email.

  1. Liability

14.1 FITFIRM shall be liable for damages resulting from intentional or grossly negligent conduct in accordance with statutory provisions. Liability for guarantees is independent of fault. In cases of simple negligence, FITFIRM shall only be liable under the German Product Liability Act or for damages arising from injury to life, body, or health, or for breaches of material contractual obligations. Liability for the breach of material contractual obligations due to simple negligence is limited to typical, foreseeable damages, except in cases of injury to life, body, or health. FITFIRM is equally liable for its employees, vicarious agents, and legal representatives.

14.2 The provisions in section 14.1 extend to claims for damages alongside performance, damages in lieu of performance, and reimbursement of futile expenses, regardless of the legal grounds, including liability for defects, delay, or impossibility.

  1. Intellectual Property Rights

15.1 All materials and participant documents provided by FITFIRM are protected by copyright. The client is granted a simple right of use. No part of these materials may be processed, reproduced, distributed, or publicly reproduced by the client in any form (e.g., photocopying, microfilming, or other processes), including for their own teaching purposes or using electronic systems, without prior written consent by FITFIRM or the respective rights holder. The simple right of use is only granted after full payment of the agreed remuneration to FITFIRM. FITFIRM reserves the right to claim damages in the event of infringement.

15.2 The documents/materials provided during the event are prepared by FITFIRM to the best of their knowledge and belief.

15.3 All rights to the scientifically validated ROME® questionnaire developed by FITFIRM remain with FITFIRM. Participants are granted a non-exclusive, non-transferable, and time-limited right to use the questionnaire during the agreed period.

  1. Confidentiality and Data Protection

16.1 FITFIRM maintains confidentiality regarding all business matters of the client, especially trade and business secrets, that become known in the course of performing its services. This does not apply in cases of statutory disclosure obligations by FITFIRM.

16.2 Further information on the processing of personal data can be found in FITFIRM’s separate privacy policy.

  1. Disassociation from Sect-Like Organizations
FITFIRM (including the persons mentioned in Section 2.3) declares that it does not and has not
worked according to the technology of L. Ron Hubbard (founder of the Scientology organization) and has not been trained under such methods. FITFIRM explicitly rejects sect-like practices of any kind
and expressly distances itself from sects and similar organizations.
 
  1. Applicable Law

Contracts between FITFIRM and the client are subject to German law.

Effective Date: Munich, October 15, 2023